Legal and regulatory requirements placed on corporate leadership have been made substantially stricter in recent years. At the same time, shareholders expect higher levels of performance and transparency from companies.

These challenges are reflected by annual shareholders’ meetings in Germany: more than ever, discussions surrounding governance, performance and (executive) pay – often directly connected to one another – are the subject of impassioned debate.

This has arisen from investors’ increasing willingness to make use of the leverage offered by the topic of executive compensation to enter into a dialogue with a company’s leadership.

Against this background, Ipreo and hkp/// group have conducted a quantitative and qualitative analysis of the role played by investors and proxy advisors in decisions on questions of corporate governance, particularly compensation.

This study offers a unique, comprehensive and detailed assessment of the voting patterns of the largest institutional investors in Germany and the drivers behind these.
The following questions are addressed in this study:

  • Who are the largest institutional investors and most important proxy advisors in the DAX?
  • Which investors vote on the basis of internal guidelines, and which ones follow the recommendations of a proxy advisor?
  • How did approval rates and voting recommendations vary between 2016 and 2017 among different types of investors and proxy advisors?
  • What voting patterns were based on investor type/style, region and proxy advisor recommendations?
  • Which aspects of management board compensation draw criticism and can lead to Say-on-Pay being rejected?
  • With the results of this study, listed companies – and other interested parties – can better understand investors’ and proxy advisors’ patterns of decision making on questions of governance and compensation and react in a targeted manner, with the goal of achieving the best possible voting results.

Frankfurt, December 2017